Our attorneys have wide-ranging experience over many years in
the corporate governance arena. As a result of this expertise, our
lawyers have been helping clients cope with the array of
legislative and regulatory responses coming out of the U.S.
Congress, the U.S. Securities and Exchange Commission and major
U.S. stock exchanges.

Events & Publications

Recently in In re Xura, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss fiduciary duty claims against the CEO of Xura, Inc. for his actions in negotiating a sale of the company

The Delaware Court of Chancery recently held in In re Tangoe, Inc. Stockholders Litigation that directors who approved a sale of the company were not entitled to business judgment protection under Corwin v. KKR Financial Holdings LLC…

Ten years after the collapse of Lehman Brothers, market participants and other global companies operate in a markedly changed regulatory enforcement and compliance landscape. This memorandum discusses the legal and business…

The recent Delaware Court of Chancery opinion in Olenik v. Lodzinski held that the parties to an acquisition had met the now well-known roadmap for controller transactions to receive business judgment review under Kahn v. M&F…

Recently the Delaware Court of Chancery dismissed claims that a private equity firm and affiliated funds misappropriated trade secrets acquired from their portfolio company via their director designees and then misused the information …

Recently, the Delaware Court of Chancery held that stockholders of Dr Pepper Snapple Group, Inc. were not entitled to appraisal of their shares in connection with a reverse triangular merger involving a subsidiary of Dr Pepper and the …

Recently inIn re Appraisal of AOL Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Glasscock, relied solely on its own discounted cash flow (“DCF”) analysis to appraise the fair value of AOL Inc. below the deal…

Recently in Veriton Partners Master Fund Ltdv. Aruba Networks, Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Laster, appraised the fair value of Aruba Networks, Inc. to be about 30.6% less than the agreed…

The New York Supreme Court recently declined to approve what the court described as a “peppercorn and a fee” disclosure-only settlement in a public company M&A litigation, noting that while until recently most courts would…

Recently the Delaware Court of Chancery used its equitable powers to specifically enforce a disputed oral settlement agreement in a proxy contest resulting in two dissident directors being seated on the company’s board. The court…

Recently in van der Fluit v. Yates, the Delaware Court of Chancery dismissed fiduciary duty claims against the board of a company stemming from its acquisition, even though the court concluded that business judgment review did not…

In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the third quarter of 2017 of interest to Canadian companies and their advisors.

Recently, the Delaware Court of Chancery extended the Kahn v. M&F Worldwide roadmap for invoking business judgment review in controller buyouts to third-party transactions where the controller acts as a seller only, but is…

In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the second quarter of 2017 of interest to Canadian companies and their advisors.

In a recent decision, the Delaware Supreme Court reversed the Court of Chancery’s determination of the fair value of DFC Global Corporation, finding that the Court of Chancery erred in not giving greater weight to the deal price. The …

In a recent decision, the Delaware Court of Chancery held that a stockholder vote approving both stock issuances and the grant of a voting proxy to the company’s largest stockholder was “structurally coerced” and therefore…

Two decisions by the Delaware Court of Chancery in the past two weeks reached seemingly disparate outcomes on fair value for the companies involved, but together stand for the general trend of recent appraisal decisions that deal…

Counsel Peter Jaffe was quoted in a Global Investigations Review “Just Anti-Corruption” article addressing a new set of questions the U.S. Department of Justice may ask when evaluating the strength of a company’s compliance program.

On February 14, President Trump signed a joint resolution of
Congress passed under the Congressional Review Act eliminating an
SEC rule requiring resource extraction issuers to disclose payments
made to the U.S. or foreign…

U.S. proxy advisory firms ISS and Glass Lewis recently issued
their respective voting policies for the 2017 proxy season. In this
client memorandum, we summarize key policy changes. The changes
show a consensus in approach…

In this video, corporate partner Andrew Foley, a member of the
Canadian Practice Group, discusses third-quarter U.S. legal
developments that could impact Canadian companies and their
advisors, including increased scrutiny of…

On November 1, 2016, the staff of the Securities and Exchange
Commission's Division of Corporation Finance issued an interpretive
letter concluding that, for purposes of Rule 144 of the Securities
Act, the holding period for…

The U.K. High Court today held that the U.K. Secretary of State
does not have the power to give notice pursuant to Article 50 of
the Treaty on the European Union for the nation to withdraw from
the European Union. According …

On October 24, 2016, U.S. authorities announced that Brazilian
aircraft manufacturer Embraer SA agreed to pay more than $205
million to resolve violations of the Foreign Corrupt Practices
Act's anti-bribery, books and records and …

Corporate partner Scott Barshay was quoted in
a Financial Times article, titled "UK M&A
Opportunities Open up After Brexit," which discusses whether
falling share prices and the devaluation of sterling is lifting…

London-based corporate partners Mark Bergman and David Lakhdhir
co-authored a client memorandum, titled "Brexit: Disclosure
Implications for SEC Reporting Companies," that was featured in the
July issues of Insights: The…

In the short period since the June 23 UK referendum on whether
to remain in, or leave, the European Union, the United Kingdom has
faced a remarkable range of political, monetary, economic and
even constitutional…

In In re Volcano Corporation Stockholder Litigation,
the Delaware Court of Chancery held that the acceptance of a
first-step tender offer by fully informed, disinterested, uncoerced
stockholders representing a majority of a…

In The Williams Companies, Inc. v. Energy Transfer
Equity, L.P., et al., the Delaware Court of Chancery held that
an acquirer in a merger did not fail to use "commercially
reasonable efforts" to obtain a tax opinion from its tax…

In this video, corporate partner Andrew Foley, a member of
the Canadian Practice Group, examines first-quarter U.S. legal
developments that could impact Canadian companies and their
advisors, including the Delaware Court of…

In In re Chelsea Therapeutics International Ltd. Stockholder
Litigation, the Court of Chancery dismissed claims that the
board of a target company acted in bad faith and breached its duty
of loyalty by instructing its financial…

Firm chair Brad Karp and litigation partners Roberto Gonzalez,
Elizabeth Sacksteder, Jay Cohen and Jane O'Brien co-authored a
client memorandum that was featured on the Harvard Law
School Forum on Corporate Governance and…

In Singh v. Attenborough, the Delaware Supreme
Court upheld the dismissal of breach of fiduciary duty claims
against directors of a target corporation and aiding and abetting
claims against the target's financial advisor in…

Paul, Weiss, Rifkind, Wharton & Garrison LLP announced today that Peter Jaffe has joined the firm as counsel in its Washington, D.C. office, expanding the firm's deep bench of skilled United States Foreign Corrupt Practices Act…

In this video, corporate partner Ross Fieldston speaks with
The Deal's David Marcus at the 28th annual Tulane
Corporate Law Institute, one of the premier corporate and
securities law conferences in the U.S.

In this video, corporate partner Andrew Foley, a member of the
Canadian Practice Group, discusses recent U.S. legal and regulatory
developments that could have significant effects on Canadian
companies and their advisors.

In FdG Logistics LLC v. A&R Logistics Holding,
Inc., the Delaware Court of Chancery held that a seller's
disclaimer in a merger agreement of extra-contractual
representations and warranties was insufficient to bar a buyer's…

In In re Trulia, Inc. Stockholders
Litigation, the Delaware Court of Chancery has again
rejected a settlement in the M&A context that released a broad
range of claims in exchange only for supplemental disclosure in…